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EX-31 - EX 31.1 SECTION 302 CERTIFICATIONS - Rangeford Resources, Inc.rangeford10q123110ex311.htm
EX-32 - EX 32.1 SECTION 906 CERTIFICATIONS - Rangeford Resources, Inc.rangeford10q123110ex321.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


For the Quarterly Period Ended December 31, 2010

 

Commission File Number 333-152104

 

Rangeford Resources, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

  

77-1176182

(State or other jurisdiction of

  

(I.R.S. Employer

incorporation or organization)

  

Identification No.)

 

8541 North Country Road 11

Wellington, Colorado 80549

 (970) 218-7080

 (Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes   X  . No      . 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .

 

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes      . No   X  . 


10,181,700 shares of Common Stock, par value $0.001, were outstanding on December 31, 2010.







RANGEFORD RESOURCES, INC.

 

INDEX

 

  

Page

  

Number

PART I - FINANCIAL INFORMATION

 

  

 

      Item 1 – Financial Statements -Unaudited

4

  

 

      Balance Sheets

4

      Statements of Operations

5

      Statements of Cash Flows

6

      Notes to Financial Statements

7

  

 

      Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

8

  

 

      Item 3 – Quantitative and Qualitative Disclosure About Market Risk

9

  

 

      Item 4 – Controls and Procedures

9

  

 

PART II – OTHER INFORMATION

 

  

 

      Item 1 - Legal Proceedings

10

  

 

      Item 2 – Unregistered Sales of  Equity Securities and Use of Proceeds

10

  

 

      Item 3 - Defaults upon Senior Securities

10

  

 

      Item 4 – Submission of Matters to a Vote of Security Holders

10

  

 

      Item 5 - Other Information

10

  

 

      Item 6 – Exhibits and Reports on Form 8-K

11

  

 

      Signatures

11

 



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PART I FINANCIAL INFORMATION


Item 1.   Financial Statements.


RANGEFORD RESOURCES, INC.

(A Development Stage Enterprise)

Balance Sheets

 

 

December 31, 2010

 

March 31, 2010

 

 

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 Cash

$

1,910

 

$

4,703

 Total current assets

 

1,910

 

 

4,703

 

 

 

 

 

 

 

 Total assets

$

1,910

 

$

4,703

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 Current liabilities

 

 

 

 

 

 

 Accounts payable

$

500

 

$

700

 

 Related party payables

 

14,495

 

 

13,495

 Total current liabilities

 

14,995

 

 

14,195

 

 

 

 

 

 

 

 Stockholders' Deficit

 

 

 

 

 

 

 Common stock, $.001 par value; 75,000,000 shares authorized, 10,181,700 and 10,099,200 shares issued and outstanding at December 31 and March 31, 2010

 

10,182

 

 

10,099

 

 Additional paid in capital

 

28,831

 

 

18,601

 

 Deficit accumulated during the development stage

 

(52,098)

 

 

(38,192)

 Total stockholders' deficit

 

(13,085)

 

 

(9,492)

 

 

 

 

 

 

 

 Total liabilities and stockholders' deficit

$

1,910

 

$

4,703

 

 

 

 

 

 

 

See accompanying notes to financial statements




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RANGEFORD RESOURCES, INC.

(A Development Stage Enterprise)

Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period from December 4, 2007 (inception) to December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended December 31,

 

Nine months ended December 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

3,470

 

 

564

 

 

12,765

 

 

5,760

 

 

50,470

 

Other general & administrative

 

1,026

 

 

-

 

 

1,141

 

 

184

 

 

1,628

Total expenses

 

4,496

 

 

564

 

 

13,906

 

 

5,944

 

 

52,098

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(4,496)

 

$

(564)

 

$

(13,906)

 

$

(5,944)

 

$

(52,098)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

10,181,700

 

 

10,024,348

 

 

10,153,964

 

 

10,020,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements




4





RANGEFORD RESOURCES, INC.

(A Development Stage Enterprise)

Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

For the period from December 4, 2007 (inception) to December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended December 31,

 

 

 

 

2010

 

2009

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net loss

$

(13,906)

 

$

(5,944)

 

$

(52,098)

 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

-

 

 

-

 

 

13,200

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

(200)

 

 

474

 

 

500

Net cash used in operating activities

 

(14,106)

 

 

(5,470)

 

 

(38,398)

 

 

 

 

 

 

 

 

 

 

 

Net cash from investing activities

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from related party payable

 

1,000

 

 

4,095

 

 

14,495

 

 

Proceeds from stock subscription

 

-

 

 

2,500

 

 

-

 

 

Proceeds from issuance of stock

 

10,313

 

 

3,250

 

 

25,813

Net cash provided by financing activities

 

11,313

 

 

9,845

 

 

40,308

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

(2,793)

 

 

4,375

 

 

1,910

 

 

Cash at beginning of period

 

4,703

 

 

180

 

 

-

 

 

Cash at end of period

$

1,910

 

$

4,555

 

$

1,910

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Issuance of 7,630,058 shares of common stock for professional and consulting services

$

-

 

$

-

 

$

13,200

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

-

 

$

-

 

$

-

 

Cash paid for income taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements




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 Rangeford Resources, Inc.

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Three and Nine Months Ended December 31, 2010 and 2009 and the

Period of December 4, 2007 (Inception) to December 31, 2010


NOTE 1 – CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2010, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2010 audited financial statements.  The results of operations for the periods ended December 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.


NOTE 2 – GOING CONCERN


The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 3 – SHAREHOLDERS’ EQUITY


Pursuant to its registration statement filed with the SEC on July 28, 2008, during the nine months ended December 31, 2010 the Company issued 82,500 shares of its common stock in consideration of total cash proceeds of $10,313 which represents a selling price of $.125 per share.  


NOTE 4 – SUBSEQUENT EVENTS


The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.




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Item 2.  Management's Discussion and Analysis of Financial Condition and Plan of Operations.


FORWARD LOOKING STATEMENTS


This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.


General


Rangeford Resources, Inc. (the “Company”) is a development stage company that was incorporated on December 4, 2007, in the state of Nevada. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Rangeford Resources has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company owns no subsidiaries.  The fiscal year end is March 31st.  The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.


Plan of Operation


As of December 31, 2010, we have $1,910 of cash available.  We have $14,995 current liabilities. From the date of inception (December 4, 2007) to December 31, 2010 the Company has recorded a net loss of $52,098 of which were expenses relating to the initial development of the Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining Reporting Company status with the SEC.  In order to survive as a going concern over the Company will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business failure and a complete loss of any investment made into the Company.


The Company filed a registration statement on Form S-1 on July 26, 2008, which was deemed effective on August 15, 2008.  Since August 15, 2008, the Company has sold 181,700 shares of common stock to the public with total proceeds raised of $22,625. These proceeds have been utilized by the Company to fund its initial development including administrative costs associated with maintaining its status as a Reporting Company as defined by the Securities and Exchange Commission (“SEC”) under the Exchange Act of 1934 as amended.   In addition, over the course of the next 45 to 120 days, management intends to focus efforts on obtaining a quotation for its common stock on the Over the Counter Bulletin Board (“OTCBB”).


Management believes having its common stock quoted on the OTCBB will provide it increased opportunity to raise additional capital for its proposed business development.  However, there can be no guarantee or assurance the Company will be successful in filing a Form 211 application and obtaining a quotation.  To date there is no public market for the Company’s common stock. There can be no guarantee or assurance that a public market will ever exist for the common stock. Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.

 

Drilling and Development


The Company does not anticipate any costs or expenses to be incurred for drilling research and development within the next twelve months.


Employees


There are no employees of the Company, excluding the current President and Director, Mr. Ziegler and the Company does not anticipate hiring any additional employees within the next twelve months.


Off-Balance Sheet Arrangements


As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the



7




Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

 

Not Applicable

  

Item 4.  Controls and Procedures


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.


We will continue to monitor and  evaluate  the  effectiveness  of our  internal controls and procedures and our internal controls over financial reporting on an ongoing  basis and are  committed  to taking  further  action  and  implementing additional enhancements or improvements, as necessary and as funds allow.


(a)    Evaluation of Disclosure Controls and Procedures


Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

 

Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer, being Frederick Ziegler, and Chief Financial Officer, being Frederick Ziegler. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

 

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

 

 Internal controls are mechanisms that are there to help the Company manage risks to success.

 

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

 

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.


As of March 31, 2010, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Management concluded, during the period ended December 31, 2010, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.  Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.



8





In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:


  The Companys Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and the Board of Directors has not identified an expert, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.


  The Company has limited segregation of duties which is not consistent with good internal control procedures.


  The Company does have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future.  This lack of an independent committee to monitor audit activity results in a weakness that written internal control procedurals manual does not fully address with only two officers and no physical operations does not meet the requirements of the SEC or good internal control procedures.


  There are no effective controls instituted over financial disclosure and the reporting processes.


Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.


The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds and operations to do so.   By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee.   With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management.  By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

 

 Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.


(b)           Changes in Internal Controls


There were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

  


PART II - OTHER INFORMATION


Item 1. Legal Proceedings


The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.


No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.


Item 3. Defaults Upon Senior Securities

None.


Item 4. Submission of Matters to Vote of Security Holders

None.


Item 5. Other Information

None.



9





Item 6. Exhibits

 

  

(a)   Exhibits furnished as Exhibits hereto:

  

  


Exhibit No.

  

Description

  

  

  

31.1

  

Certification of Frederick Ziegler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

  

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 


  

Rangeford Resources, Inc.

  

  

Date: February 14, 2011

By:

/s/   Frederick  Ziegler    

  

  

       Frederick  Ziegler

  

  

       Chief Financial Officer, Treasurer and     Secretary

  

  

      (principal financial and accounting officer)

  

  

  

Date: February 14, 2011

By:

/s/   Frederick  Ziegler    

  

  

       Frederick  Ziegler

  

  

       President and Chief Executive Officer

 



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